I agree to be bound by the terms of this notice. These forward-looking statements include all matters that are not historical facts and involve predictions. (A) For undefinitized contractual actions, report the not-to-exceed (NTE) amount. No Comments. Include when you were founded, what achievements you’ve had, and where you are in this … The acquisition is expected to realise recurring run-rate pre-tax synergies of c.$500m per year from the combined Group, generated from commercial and manufacturing efficiencies as well as savings in central costs, with full run-rate expected to be achieved by end of the third year following completion of the acquisition. The capabilities of both organisations will create a company with great strengths across a range of technology platforms, with the ability to bring innovative medicines to millions of people worldwide. Goldman Sachs International, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and Goldman Sachs Bank USA, which is authorised and regulated by the Board of Governors of the Federal Reserve System (Federal Reserve Board), the FDIC and the New York State Department of Financial Services, are each acting exclusively for AstraZeneca and no one else in connection with the transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction or any other matter referred to in this document. Announcement of Acquisition of VISH Inc. Alexion focuses its research efforts on novel molecules and targets in the complement cascade and its development efforts on haematology, nephrology, neurology, metabolic disorders, cardiology, ophthalmology and acute care. Announcement (Major Transaction - Acquisition of a Maximum of 72.26% of Challenger Wine Trust) 29 Sep 2010. You have selected a link that will take you to a site maintained by a third party who is solely responsible for its contents. Company Acquisition Announcement. Save as required by law or regulation, AstraZeneca and Alexion disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in their expectations or to reflect events or circumstances after the date of this announcement. Likewise, revealing a sale or impending sale to employees is a delicate, critical matter. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. acquisition of the Balance Sale Shares, and the terms of such acquisition,shall be conditional upon the outcome of such investigation (the “Outcome”). The many rumors you have heard do have some basis in fact–we are pleased to announce that…. I have read this warning and will not be using any of the contained product information for clinical purposes. Click ‘cancel’ to return to AstraZeneca’s site or ‘continue’ to proceed. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. This follows the announcement of an agreement to acquire Kindred Systems made on 02 November 2020. This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and the United States and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom or the United States. Based on AstraZeneca's reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $39bn or $175 per share. AstraZeneca, with Alexion's R&D team, will work to build on Alexion's pipeline of 11 molecules across more than 20 clinical-development programmes across the spectrum of indications, in rare diseases and beyond. To the fullest extent permitted by applicable law, each of Evercore, Centerview Partners and Ondra and each of their respective affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. This website is intended for people seeking information on AstraZeneca's worldwide business. More recently, AstraZeneca has increased its efforts in immunology research and the development of medicines for immune-mediated diseases. Morgan Stanley and Goldman Sachs International are joint corporate brokers. US: +1 301 715 8592, Webinar ID: 995 4603 8702 Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. The companies will mutually agree on two individuals from the Alexion board of directors who will join the AstraZeneca board as directors upon closing of the acquisition. Evercore Partners International LLP (“Evercore”), and Centerview Partners UK LLP (“Centerview Partners”) are acting as lead financial advisers. In connection with such matters, Morgan Stanley and J.P. Morgan Cazenove, each of their respective affiliates and their respective directors, officers, employees and agents will not regard any other person as a client, nor will they be responsible to any other person for providing the protections afforded to their respective clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein. Passion for Purity and Purpose in Production Location. The complement cascade is pivotal to the innate immune system. Typically, the target company's stock rises, while the acquiring company's stock falls. A shareholder circular, together with notice of the relevant shareholder meeting, will be distributed to shareholders in the first half of 2021. More recently, Alexion launched Ultomiris (ravulizumab), a second-generation C5 monoclonal antibody with a more convenient dosing regimen. the business assets of XYZ Co.] based in [LOCATION OF BUSINESS ACQUIRED, ex. I’m betting the boss mismanages expectations by making at least one of these five common but wrong-headed remarks. This news led to lowering the average multiple to 7.8x. The boards of directors of both companies have unanimously approved the acquisition. As of 30 September 2020, Alexion had gross assets of $17.5bn. A rare disease is a disease impacting less than 200,000 patients (as defined in the US Orphan Drug Act 1983). The combined company is expected to maintain a strong, investment-grade credit rating, and the acquisition supports AstraZeneca's progressive dividend policy. Date of Board Meeting. (ii) Any references to the issued and to be issued ordinary share capital of Alexion are based on: •      the 218,720,567 Alexion Shares referred to in paragraph (i) above; and. Correction to Announcement of Simply Group Acquisition Corp.’s Successful Take-up of Dealnet Shares Email Print Friendly Share October 15, 2020 22:43 ET | Source: Dealnet Capital Corp. Announcement (Discloseable Transaction - Placing of approximately 3.82% shares in Ruinian International Limited) 26 Jul 2010. Neither Evercore, Centerview Partners nor Ondra, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. Veeva ID: Z4-25396Date of next review: August 2022. It is important to spend time reviewing all of these considerations before announcing because of the importance of your transaction being successful in the long term.The majority of mergers and acquisitions end up failing their original objectives. Please refer to your approved national product label (SmPC) for current product information. Marwood International Inc. (Marwood) has recently acquired Tranor Industries LLC. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of AstraZeneca. Nothing contained in this area of the website should be construed as a profit estimate or profit forecast and no statement in this area of the website should be interpreted to mean that earnings per share of AstraZeneca or Alexion for the current or future financial years would necessarily match or exceed the historical published earnings per share of AstraZeneca or Alexion. Behind the Scenes: Acquisition Announcement. Scientific leadership - accelerated presence in immunology. You are about to access AstraZeneca historic archive material. The acquisition adds a new technology platform to AstraZeneca's science and innovation-driven strategy. You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed acquisition by AstraZeneca PLC (AstraZeneca) and Alexion Pharmaceuticals, Inc. (Alexion) (the Transaction). A proxy statement/prospectus or a proxy statement will be sent to Alexion's shareholders. Closing of the acquisition is subject to approval by AstraZeneca and Alexion shareholders, certain regulatory approvals, approval of the new AstraZeneca shares for listing with the Financial Conduct Authority and to trading on the London Stock Exchange, and other customary closing conditions. Information about the directors and executive officers of Alexion and their ownership of Alexion shares is set forth in the definitive proxy statement for Alexion’s 2020 special meeting of shareholders, as previously filed with the SEC on March 26, 2020. More recently, NLG has worked exclusively with Nintendo in developing software titles for the Nintendo 3DS Reference: Announcement of Acquisition of Tranor Industries LLC Detroit USA . Company Secretary Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus or the proxy statement free of charge from the SEC's website or from AstraZeneca or Alexion as described in the paragraphs below. (ix) The volume weighted average price of an Alexion Share is derived from Bloomberg by reference to the volume weighted average price over the last 30 Alexion trading days up to 11 December 2020 (being the last Business Day prior to announcement of an offer for Alexion). Tuesday, February 21, 2012] [NAME, COMPANY AND ADDRESS, ex. During 2019, Alexion generated a total revenue of $5bn and profit before tax of $2.2bn. To the fullest extent permitted by applicable law, Goldman Sachs International, Goldman Sachs Bank USA and each of their respective affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. Alexion has pioneered complement inhibition for a broad spectrum of immune-mediated rare diseases caused by uncontrolled activation of the complement system, a vital part of the immune system. Evercore is acting as sponsor in relation to the transaction described in this announcement. Please refer to paragraph of this 3 announcement for further details. The medicine is approved in many countries for the treatment of patients with paroxysmal nocturnal haemoglobinuria (PNH), atypical haemolytic uremic syndrome, generalized myasthenia gravis and neuromyelitis optica spectrum disorder. A circular is expected to be published by AstraZeneca in connection with the proposed acquisition in due course. Sweden: +46 8 5052 0017 In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of AstraZeneca (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise. AstraZeneca expects to generate significant value from the acquisition by extending Alexion's commercial reach through leveraging AstraZeneca’s global presence and accelerating the development of Alexion's pipeline. The combined company will also have an enhanced global footprint and broad coverage across primary, speciality and highly specialised care. The acquisition also strengthens AstraZeneca's cash-flow generation, providing additional flexibility to reinvest in R&D and rapid debt reduction, with an ambition to increase the dividend. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Investors and security holders of Alexion are urged to carefully read the entire registration statement and proxy statement/prospectus or proxy statement and other relevant documents filed with the SEC when they become available because they will contain important information. Alexion shareholders will receive $60 in cash and 2.1243 AstraZeneca American Depositary Shares (ADSs) (each ADS representing one-half of one (1/2) ordinary share of AstraZeneca, as evidenced by American Depositary Receipts (ADRs)) for each Alexion share. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Ondra LLP (“Ondra”) are providing advice as part of their ongoing financial advisory services. AstraZeneca remains committed to maintaining a strong investment-grade credit rating. Members of Alexion's current senior management team will lead the future rare-disease activities. ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. Neither Goldman Sachs International, nor Goldman Sachs Bank USA, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. Bob Travolta], We are glad to state that we have recently acquired [DESCRIBE BUSINESS ACQUIRED, ex. (a) Public Announcement. (i) As at 9 December 2020, there were 218,720,567 Alexion shares outstanding. As highlighted above, the grocery sector average, including whole foods over the last twelve months before the acquisition, was 8.4x. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “envisages”, “plans”, “projects”, “anticipates”, “targets”, “aims”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions and include, but  are not limited to the ability of the parties to consummate the proposed transaction on a timely basis or at all, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the required regulatory approvals on the terms expected, at all or in a timely manner, the ability of AstraZeneca to successfully integrate Alexion’s operations, and the ability of AstraZeneca to implement its plans, forecasts and other expectations with respect to Alexion’s business after the completion of the proposed transaction and realize expected synergies. Welltel are pleased to announce the acquisition of ATS, a leading provider of Phone Systems and telecoms services to Enterprise and Government bodies in Ireland. Are you the principal of an RIA, Hybrid RIA, or broker dealer IAR? THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH AstraZeneca REGARDS AS UNDULY ONEROUS. Alexion's immunology expertise extends to other targets in the complement cascade beyond C5 as well as additional modalities, with its deep pipeline including Factor D small-molecule inhibitors of the alternative pathway of the complement system, an antibody blocking neonatal Fc receptor (FcRn)-mediated recycling, and a bi-specific mini-body targeting C5, among others. (iv) The value placed by the acquisition on the entire issued and to be issued ordinary share capital of Alexion is to be calculated: •      by reference to an equivalent value of $54.14 per AstraZeneca reference ADS; and. Marketers of any size can benefit from Acquisio’s advanced data science tools to automate and optimize most of the processes involved in acquiring new customers online. I am incredibly proud of what our organisation has accomplished and am grateful to our employees for their contributions. (i) The threshold for DoD awards is $ 7.5 million. Announce the merger, acquisition, or restructuring up front. Morgan Cazenove”) each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the UK are each acting as financial adviser exclusively for AstraZeneca and no one else in connection with the matters set out in this announcement. Acquisition Announcement. Terms defined in the announcement of the Transaction dated 12 December 2020 shall have the same meaning when used in this notice. SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that it has entered into a definitive agreement to acquire a 100% equity interest in HOPES Corporation (“HOPES,” headquartered in Chuo-ku, Tokyo, Japan; Kentaro Uehara, Representative Director). 1. “We don’t anticipate making any changes.” Why wouldn’t you? Announcement of Layoffs; Announcement to Staff - Death of Colleague; Announcing Retirement Party; Difficult Economic Times – Employee’s Extra Effort; Farewell Announcement to Employee leaving; Announce to Employees New Acquisition; Note of Appreciation to All Employees at Year End; Raises will occur despite Budget Shortfall AstraZeneca and Alexion Pharmaceuticals, Inc. (Alexion) have entered into a definitive agreement for AstraZeneca to acquire Alexion. For details on how to contact the Investor Relations Team, please click here. The acquisition is expected to significantly enhance cash generation, which will support rapid debt reduction and overall deleveraging. Dear [NAME, ex. All Alexion financial information in this announcement is presented following US GAAP and may be different in the Circular, which will be prepared under IFRS and AstraZeneca's accounting policies. For Media contacts, click here. A webinar and conference call for investors and analysts will begin at 2:00 pm UK time today, please join 10-15 minutes prior to the scheduled start time. Further to the announcement on 15 February 2020 in response to press speculation, the board of Jupiter Fund Management plc (the "Jupiter Board") is pleased to announce the proposed acquisition of Merian Global Investors Limited ("Merian"), an independent active asset management firm with more than £22 billion assets under management ("AUM") (the "Acquisition"). AstraZeneca will also be required to pay Alexion a break fee of $1.4bn in certain specified circumstances, including a change of AstraZeneca’s board recommendation. If you are in any doubt, you should not continue to seek to access this area of the website. AstraZeneca provides this link as a service to website visitors. 1. Free copies of these documents may be obtained as described in the paragraphs above. Epic Games, the developer and publisher of Fortnite, maker of Unreal Engine, and operator of the Epic Games Store has acquired RAD Game Tools. AstraZeneca intends to build on its geographical footprint and extensive emerging markets presence to accelerate the worldwide expansion of Alexion's portfolio. Subject to receipt of regulatory clearances and approval by shareholders of both companies, the acquisition is expected to close in Q3 2021, and upon completion, Alexion shareholders will own c.15% of the combined company. (viii) Unless otherwise stated all prices and closing prices for Alexion Shares and AstraZeneca Shares are derived from Bloomberg. The FcRn extends the half-life and hence the availability of pathogenic immunoglobulin G (IgG) antibodies. In connection with the proposed acquisition, AstraZeneca intends to file a registration statement on Form F-4 with the SEC, which will include a document that serves as a prospectus of AstraZeneca and a proxy statement of Alexion (the "proxy statement/prospectus"), Alexion intends to file a proxy statement with the SEC (the "proxy statement") and each party will file other documents regarding the proposed acquisition with the SEC. This announcement may include statements that are or may be deemed to be forward-looking statements. Announcement Date: 1. AstraZeneca has built a growing scientific presence in oncology, and in cardiovascular, renal and metabolism, and respiratory diseases, with a focus on organ protection. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. AstraZeneca's acquisition of Alexion, with its strong commercial portfolio and robust pipeline, will support its long-term ambition to develop novel medicines in areas of immunology with high unmet medical needs. UK: +44 203 481 5237 AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. We look forward to welcoming our new colleagues at Alexion so that we can together build on our combined expertise in immunology and precision medicines to drive innovation that delivers life-changing medicines for more patients. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Combining AstraZeneca’s capabilities in precision medicine and Alexion’s expertise in rare-disease development and commercialisation will enable the new company to develop a portfolio of medicines addressing the large unmet needs of patients suffering from rare diseases. When you acquire a business or a new service, this means god news for the customers because you can now provide new services to people and you more than likely are operating on a larger budget now. THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS. What and When to Tell Employees about a Merger or Acquisition; ... business sale should be a very closely guarded secret known to only a select few until the time is right to make the announcement. Background on your firm: Explain the history of your organization in this section. 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As at the date of this announcement, JOES has a paid -up share capital consisting of 100 ordinary shares of S$ 1 each. The combination represents a significant step in AstraZeneca's strategic and financial-growth plans. (vii) The percentage of the share capital of the combined Group that will be owned by Alexion Shareholders is calculated by dividing the number of New AstraZeneca Shares to be issued pursuant to the terms of the acquisition referred to in paragraph (vi) above by the issued share capital of the combined Group (as set out in paragraph (vi) above) and multiplying the resulting sum by 100 to product a percentage. 2. The Alexion proxy statement is also expected to be published in the first half of 2021. To realise the total synergies, AstraZeneca expects to incur one-time cash costs of c.$650m, during the first three years following completion. Headquartered in Boston, Massachusetts, Alexion has offices around the globe and serves patients in more than 50 countries. Wednesday, June 11, 1998] [NAME, COMPANY AND ADDRESS, ex. Persons into whose possession this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations. Important notice for users Subject to the satisfaction of the closing conditions to the proposed acquisition, the companies expect the acquisition to close in Q3 2021. Interim Results for 2010. During an acquisition, there is a short-term impact on the stock prices of both companies. Password: 12121220. [DATE, ex. A CIRCULAR IN RELATION TO THE PROPOSED ACQUISITION DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED TO BE PUBLISHED IN DUE COURSE. 1983 ) of shares issued by it shares in Ruinian International Limited ) 26 2010. % shares in Ruinian International Limited ) 26 Jul 2010 Regulation Rules or the EU Prospectus Regulation disease,!, MYTILINEOS holds in aggregate 5,809,084 own shares, percentage 4.0654 % of the website be. 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